Geveden Rex D 4

What Happened
Rex D. Geveden, President, CEO and Director of BWX Technologies (BWXT), had performance and restricted stock units convert into common shares on February 27–28, 2026. The filing shows conversions/exercises of 56,120 shares on Feb 27 and 3,174 shares on Feb 28 (total 59,294 shares acquired at $0.00 as part of vesting/conversion). To satisfy tax withholding obligations, 24,959 shares were withheld on Feb 27 at $207.24 (≈ $5,172,503) and 1,342 shares were withheld on Feb 28 at $205.89 (≈ $276,304), for a combined tax-withholding value of about $5,448,807. Based on the reported numbers, roughly 32,993 shares remained issued to him after the withholdings.

Key Details

• Transaction dates and amounts:
  • 2026-02-27: 56,120 shares became common stock (exercise/conversion, code M). 24,959 shares withheld for taxes (code F) at $207.24, proceeds/value ≈ $5,172,503.
  • 2026-02-28: 3,174 shares became common stock (exercise/conversion, code M). 1,342 shares withheld for taxes (code F) at $205.89, proceeds/value ≈ $276,304.
  • Additional derivative entries reflect cancellation/conversion of the underlying awards upon vesting (reported as dispositions at $0).
• Net effect (based on reported numbers): ~59,294 shares converted, 26,301 shares withheld, leaving ~32,993 shares issued to the insider after withholding.
• Footnotes:
  • F2: PRSUs awarded 2/27/2026 (performance period 2023–2025) vested and converted on 2/27/2026.
  • F1/F3: RSU vesting schedules (annual installments) referenced for other awards.
  • Code F = payment of exercise price or tax liability (share withholding), M = exercise/conversion of derivative.
• Filing: Report filed 2026-03-03 for transactions on 2026-02-27–02-28; this appears to be filed within the SEC’s two-business-day window (timely).

Context

• These were vesting/conversion events (PRSU/RSU conversions), not open-market sales. The shares marked “disposed” under code F are tax withholdings to satisfy payroll/tax obligations — a common administrative action, not necessarily an indicator of insider bearishness.
• For retail investors: conversions/awards show insider compensation being realized; tax-withholding disposals are routine. Purchases would be a more direct bullish signal; this filing documents vesting and associated withholding.